Common use of Compliance with Anti-Terrorism Laws Clause in Contracts

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower and its principals, which information includes the name and address of Borrower and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower shall promptly notify Collateral Agent (but in any event within one (I) Business Day) if Borrower has knowledge that Borrower, or any Subsidiary or Affiliate is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Borrowers and its principals, which information includes the name and address of each Borrower and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, contracts or agreements with any Blocked Person or contracts with any Person listed on the OFAC Lists. Each Borrower shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if such Borrower has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent Lender hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agentsuch Person’s policies and practices, Collateral Agent Lender is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent Lender to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, knowingly enter into any documents, instruments, agreements documents or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly notify Collateral Agent (but in any event within one three (I3) Business DayDays) if notify Lender in writing upon any Responsible Officer of Borrower has having knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate of any Credit Party is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoidsavoids or violates, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower and its their principals, which information includes the name and address of Borrower and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will not, nor and will Borrower not permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower has knowledge that Borrower, Borrower or any Subsidiary or Affiliate is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will not, nor not and will Borrower not permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral The Administrative Agent hereby notifies Borrower the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral the Administrative Agent’s policies and practices, Collateral the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies Borrower the Credit Parties and its their respective principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, knowingly enter into any documents, instruments, agreements contract with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral the Administrative Agent (but if such Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates or agents acting or benefiting in any event within one (I) Business Day) if Borrower has knowledge that Borrower, capacity in connection with the transactions contemplated by this Agreement is or any Subsidiary or Affiliate is listed on the OFAC Lists becomes a Blocked Person or (ai) is convicted on, (bii) pleads nolo contendere to, (ciii) is indicted on, or (div) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, violates or attempts to violate, violate any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t)

Compliance with Anti-Terrorism Laws. Collateral The Administrative Agent hereby notifies Borrower the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral the Administrative Agent’s policies and practices, Collateral the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies Borrower the Credit Parties and its their respective principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, knowingly enter into any documents, instruments, agreements contract with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral the Administrative Agent (but if such Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates or agents acting or benefiting in any event within one (I) Business Day) if Borrower has knowledge that Borrower, capacity in connection with the transactions contemplated by this Agreement is or any Subsidiary or Affiliate is listed on the OFAC Lists becomes a Blocked Person or (ai) is convicted on, (bii) pleads nolo contendere to, (ciii) is indicted on, or (div) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, violates or attempts to violate, violate any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.. (s) Maintenance and Operation of Scooters; Scooter Release. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person; provided, that on any Quarterly Payment Date (or, after the Commitment Termination Date, any Payment Date), (1) at any time when the outstanding principal amount of EMEA Loans is $0, if the LTC Percentage is less than the Maximum LTC Percentage, the Borrower may transfer U.S. Eligible Scooters to Parent (directly or by way of transfer to Holdco Guarantor and from Holdco Guarantor to Parent) if, after giving effect to such transfer and all transactions occurring on such Payment Date, the LTC Percentage does not exceed the Maximum LTC Percentage,

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower and its their principals, which information includes the name and address of Borrower and its their principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will shall not, nor will shall Borrower permit any Subsidiary or Affiliate under its direct or indirect control to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower has knowledge that Borrower, or any Subsidiary or Affiliate of Borrower under its direct or indirect control, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will shall not, nor will shall Borrower permit any Subsidiary or Affiliate under its direct or indirect control to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent Lender hereby notifies Borrower Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Collateral AgentLender’s policies and practices, Collateral Agent Lender is required to obtain, verify and record certain information and documentation that identifies Borrower Borrowers and its principals, which information includes the name and address of each Borrower and its principals and such other information that will allow Collateral Agent Lender to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Each Borrower shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) Lender if such Borrower has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Each Loan Party is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that pursuant to no Person who owns a controlling interest in or otherwise controls any Loan Party is or shall be (A) listed on the requirements Specially Designated Nationals and Blocked Person List maintained by the Office of Anti-Terrorism LawsForeign Assets Control (“OFAC”), Department of the Treasury, or any other similar list maintained by the OFAC under any authorizing statute, Executive Order or regulation or (B) a Person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any similar Executive Order (a “Sanctioned Person”) and Collateral Agent’s policies (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and practicesgovernment guidance on BSA compliance and on the prevention and detection of money laundering violations. Each Loan Party acknowledges that the Lenders has notified it that the Lenders are required, Collateral Agent is required under the USA Xxxxxxx Xxx, 00 X.X.X. §0000 (the “Patriot Act”), to obtain, verify and record certain information and documentation that identifies the Borrower and its principalsthe other Loan Parties including, which information includes without limitation, the name and address of the Borrower and its principals the other Loan Parties and such other information that will allow Collateral Agent the Lenders to identify such party the Borrower and the other Loan Parties in accordance with Anti-Terrorism Lawsthe Patriot Act. Borrower will The Loan Parties shall not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into use any documents, instruments, agreements Letter of Credit or contracts with any Person listed on the OFAC Lists. Borrower shall promptly notify Collateral Agent (but in any event within one (I) Business Day) if Borrower has knowledge that Borrower, or any Subsidiary or Affiliate is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notRevolving Credit Loan proceeds, nor will Borrower permit use, lend, contribute or otherwise make available any Subsidiary Letter of Credit or Affiliate toRevolving Credit Loan proceeds to any Subsidiary, directly joint venture partner or indirectlyother Person, (i) conduct to fund any activities of or business with any Person, or engage in any transaction jurisdiction, that, at the time of issuance of the Letter of Credit or dealing with any Blocked funding of the Revolving Credit Loan, is a Sanctioned Person, including, without limitation, the making ; or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating tomanner that would result in a violation of any economic or financial sanctions or trade embargoes imposed, administered or enforced by any property or interests in property blocked pursuant to Executive Order No. 13224, Governmental Authority by any similar executive order Person (including any Lender Party or other Anti-Terrorism Law, individual or entity participating in any transaction); or (iii) engage in for any purpose that would breach the U.S. Foreign Corrupt Practices Act of 1977, UK Xxxxxxx Xxx 0000 or conspire to engage similar law in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Lawjurisdiction.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Credit Parties and its their principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower such Credit Party has knowledge that Borrowerany Credit Party, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or knowingly indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar applicable executive order or other Anti-Terrorism LawLaw applicable to such Credit Party, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other any Anti-Terrorism LawLaw applicable to such Credit Party.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Borrowers and its their principals, which information includes the name and address of each Borrower and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, contracts or other agreements with any Blocked Person or contracts with any Person listed on the OFAC Lists. Each Borrower shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if such Borrower has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. The Collateral Agent and each Lender hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agentsuch Person’s policies and practices, the Collateral Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow the Collateral Agent and each Lender to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, knowingly enter into any documents, instruments, agreements documents or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly notify Collateral Agent (but in any event within one three (I3) Business DayDays) if notify the Collateral Agent and each Lender in writing upon any Responsible Officer of Borrower has having knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate of any Credit Party is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoidsavoids or violates, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent Lender hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral AgentLender’s policies and practices, Collateral Agent Lender is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent Lender to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in Lender if any event within one (I) Business Day) if Borrower Credit Party has knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary or to, and will use commercially reasonable efforts to cause any other Affiliate not to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.;

Compliance with Anti-Terrorism Laws. Collateral Agent Lender hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral AgentLender’s policies and practices, Collateral Agent Lender is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent Lender to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in Lender if such Credit Party or any event within one (I) Business Day) if Borrower of its Subsidiaries has knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower the Credit Parties and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower such Credit Party has knowledge that Borrower, any Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Borrowers and its principals, which information includes the name and address of each Borrower and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, contracts or agreements with any Blocked Person or contracts with any Person listed on the OFAC Lists. Each Borrower shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if such Borrower has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that 66 evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. The Collateral Agent and each Lender hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agentsuch Person’s policies and practices, the Collateral Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow the Collateral Agent and each Lender to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, knowingly enter into any documents, instruments, agreements documents or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly notify Collateral Agent (but in any event within one three (I3) Business DayDays) if notify the Collateral Agent in writing upon any Responsible Officer of Borrower has having knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate of any Credit Party is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoidsavoids or violates, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Administrative Agent hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Administrative Agent’s and each Lender’s policies and practices, Collateral Administrative Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Administrative Agent and each Lender to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Administrative Agent (but in and each Lender if any event within one (I) Business Day) if Borrower Credit Party has knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Credit Parties and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower such Credit Party has knowledge that Borrowerany Credit Party , any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.. Section 5.16

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agentsuch Person’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, knowingly enter into any documents, instruments, agreements documents or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly notify Collateral Agent (but in any event within one three (I3) Business DayDays) if notify Agent in writing upon any Responsible Officer of Parent or Borrower has having knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate of any Credit Party is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.-47-

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Borrowers and its principals, which information includes the name and address of each Borrower and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Operative Documents or contracts Material Contracts with any Person listed on the OFAC Lists. Each Borrower shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if such Borrower has knowledge that Borrower, any Borrower or any Subsidiary or Affiliate additional Credit Party is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral The Administrative Agent hereby notifies Borrower the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral the Administrative Agent’s policies and practices, Collateral the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies Borrower the Credit Parties and its their respective principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, knowingly enter into any documents, instruments, agreements contract with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral the Administrative Agent (but if such Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates or agents acting or benefiting in any event within one (I) Business Day) if Borrower has knowledge that Borrower, capacity in connection with the transactions contemplated by this Agreement is or any Subsidiary or Affiliate is listed on the OFAC Lists becomes a Blocked Person or (ai) is convicted on, (bii) pleads nolo contendere to, (ciii) is indicted on, or (div) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, violates or attempts to violate, violate any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.. (s) Maintenance and Operation of Scooters; Scooter Release. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person; provided, that on any Quarterly Payment Date (or, after the Commitment Termination Date, any Payment Date), (1) at any time when the outstanding principal amount of EMEA Loans is $0, if the LTC Percentage is less than the Maximum LTC Percentage, the Borrower may transfer U.S. Eligible Scooters to Parent (directly or by way of transfer to Holdco Guarantor and from Holdco Guarantor to Parent) if, after giving effect to such transfer and all transactions occurring on such Payment Date, the LTC Percentage does not exceed the Maximum LTC Percentage, and (2) at any time when the outstanding principal amount of EMEA Loans is less than $20,000,000, if the LTC Percentage is less than the EMEA Clean-Down Percentage, the Borrower may transfer Eligible Scooters to Parent (directly or by way of transfer to Holdco Guarantor and from Holdco Guarantor to Parent) if, after giving effect to such transfer and all transactions occurring on such Payment Date, the LTC Percentage does not exceed the EMEA Clean-Down Percentage. (t)

Compliance with Anti-Terrorism Laws. Collateral Administrative Agent and each Lender hereby notifies Borrower Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Administrative Agent’s and each Lender’s policies and practices, Collateral Administrative Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies Borrower Borrowers and its principals, which information includes the name and address of each Borrower and its principals and such other information that will allow Collateral Administrative Agent to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Each Borrower shall promptly immediately notify Collateral Administrative Agent (but in any event within one (I) Business Day) and each Lender if such Borrower has knowledge that Borrower, any Borrower or any Subsidiary additional Credit Party becomes a Blocked Person or Affiliate is becomes listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent Lender hereby notifies Borrower that pursuant to the requirements of certain Anti-Terrorism LawsLaws (including, without limitation, the Patriot Act) and Collateral AgentLender’s policies and practices, Collateral Agent Lender is required to obtain, verify and record certain information and documentation that identifies Borrower and its principalsBorrower, which information includes the name name, address and address identification number of Borrower and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism LawsBorrower. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements lease for the operation of any part of a Facility or any other lease or any material contracts with any Person person listed on the OFAC ListsList. Borrower shall promptly notify Collateral Agent (but in any event within one (I) Business Day) Lender if Borrower has knowledge that Borrower, Borrower or any Subsidiary of its principals or Affiliate Affiliates or the Guarantor is listed on the OFAC Lists List or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, indirectly (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 13224, or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent and Lenders hereby notifies notify Borrower that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is and Lenders are required to obtain, verify and record certain information and documentation that identifies Borrower and its principals, which information includes the name and address of Borrower and its principals and such other information that will allow Collateral Agent and Lenders to identify such party in accordance with Anti-Terrorism Laws. Borrower will not, nor or will Borrower not permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) and Lenders if Borrower has knowledge that Borrower, the Operator or any Subsidiary additional Credit Party or Affiliate any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will not, nor or will Borrower not permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. The Collateral Agent and each Lender hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agentsuch Person’s policies and practices, the Collateral Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow the Collateral Agent and each Lender to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate controlled Affiliates to, directly or indirectly, knowingly enter into any documents, instruments, agreements documents or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly [**] notify the Collateral Agent (but and each Lender in writing upon any event within one (I) Business Day) if Responsible Officer of Borrower has having knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate of any Credit Party is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoidsavoids or violates, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Borrowers and its principals, which information includes the name and address of each Borrower and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Each Borrower shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if such Borrower has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.. MidCap / Akoya / Credit and Security Agreement (Term Loan)

Compliance with Anti-Terrorism Laws. Collateral Agent Lender hereby notifies Borrower Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Collateral AgentLender’s policies and practices, Collateral Agent Lender is required to obtain, verify and record certain information and documentation that identifies Borrower Borrowers and its principals, which information includes the name and address of each Borrower and its principals and such other information that will allow Collateral Agent Lender to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Each Borrower shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) Lender if such Borrower has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224No.13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Administrative Agent hereby notifies Borrower Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Administrative Agent’s policies and practices, Collateral Administrative Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Borrowers and its principals, which information includes the name and address of Borrower and its principals and such other information that will allow Collateral Administrative Agent to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts Material Contracts with any Person listed on the OFAC Lists. Each Borrower shall promptly immediately notify Collateral Administrative Agent (but in any event within one (I) Business Day) if such Borrower has knowledge that Borrower, any Borrower or any Subsidiary or Affiliate additional Credit Party is listed on the OFAC Lists or (ai) is convicted on, (bii) pleads nolo contendere to, (ciii) is indicted on, on or (div) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Borrowers and its principals, which information includes the name and address of each Borrower and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Each Borrower shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if such Borrower has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Credit Parties and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower such Credit Party has knowledge that Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agentsuch Person’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, knowingly enter into any documents, instruments, agreements documents or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly notify Collateral Agent (but in any event within one three (I3) Business DayDays) if notify Agent in writing upon any Responsible Officer of Parent or Borrower has having knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate of any Credit Party is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoidsavoids or violates, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Credit Parties and its their principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, contracts or agreements or contracts otherwise engage in transactions directly or indirectly with any Blocked Person or any Person listed on the OFAC ListsLists or any Sanctioned Country. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower such Credit Party has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) enters into a settlement agreement with a U.S. government agency, (c) pleads nolo contendere to, (cd) is indicted on, or (de) is arraigned and held over on charges charges, in each case of the foregoing clauses (a) through (e), involving money laundering or predicate crimes to money laundering, Anti-Terrorism Laws or export control laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing directly or indirectly with any Blocked PersonPerson or Sanctioned Country, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked PersonPerson or Sanctioned Country, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral The Administrative Agent hereby notifies Borrower the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral the Administrative Agent’s policies and practices, Collateral the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies Borrower the Credit Parties and its their respective principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, knowingly enter into any documents, instruments, agreements contract with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral the Administrative Agent (but if such Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates or agents acting or benefiting in any event within one (I) Business Day) if Borrower has knowledge that Borrower, capacity in connection with the transactions contemplated by this Agreement is or any Subsidiary or Affiliate is listed on the OFAC Lists becomes a Blocked Person or (ai) is convicted on, (bii) pleads nolo contendere to, (ciii) is indicted on, or (div) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, violates or attempts to violate, violate any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent Lessor hereby notifies Borrower Lessee that pursuant to the requirements of certain Anti-Terrorism LawsLaws (including, without limitation, the Patriot Act) and Collateral AgentLessor’s policies and practices, Collateral Agent Lessor is required to obtain, verify and record certain information and documentation that identifies Borrower Lessee, its principals and its principalsAffiliates, which information includes the name and address of Borrower and Lessee, its principals and Affiliates, and such other information that will allow Collateral Agent Lessor to identify such party parties in accordance with the Anti-Terrorism LawsLaws (including, without limitation, the Patriot Act). Borrower Lessee will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements lease for the operation of any part of a Facility or any other lease or any material contracts with any Person person listed on the OFAC ListsList. Borrower Lessee shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) Lessor if Borrower Lessee has knowledge that Borrower, Lessee or any Subsidiary of its principals or Affiliate Affiliates or any Guarantor is listed on the OFAC Lists List or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower Lessee will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, indirectly (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit benefit. of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 13224, or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Credit Parties and its their principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, contracts or agreements or contracts otherwise engage in transactions directly or indirectly with or related to any Blocked Person or any Person listed on the OFAC ListsLists or any Sanctioned Country. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower such Credit Party has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) enters into a settlement agreement with a U.S. government agency, (c) pleads nolo contendere to, (cd) is indicted on, or (de) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering, Anti-Terrorism Laws or export control laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing directly or indirectly with or related to any Blocked PersonPerson or Sanctioned Country, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked PersonPerson or Sanctioned Country, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.. MidCap / Rubicon / Credit, Security and Guaranty Agreement

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Credit Parties and its their principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower such Credit Party has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan)

Compliance with Anti-Terrorism Laws. Collateral Agent Lender hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral AgentLender’s policies and practices, Collateral Agent Lender is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent Lender to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, knowingly enter into any documents, instruments, agreements documents or contracts Contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but Lender in writing if such Credit Party or any event within one (I) Business Day) if Borrower of its Subsidiaries has knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate of any Credit Party is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent Lender hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral AgentLender’s policies and practices, Collateral Agent Lender is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent Lender to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists, except as otherwise expressly permitted by Requirements of Law. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in Lender if any event within one (I) Business Day) if Borrower Credit Party has knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary or to, and will use commercially reasonable efforts to cause any other Affiliate not to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, except as otherwise expressly permitted by Requirements of Law, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, except as otherwise expressly permitted by Requirements of Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower the Credit Parties and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower such Credit Party has knowledge that Borrowerany Credit Party, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral The Administrative Agent hereby notifies Borrower the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral the Administrative Agent’s policies and practices, Collateral the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies Borrower the Credit Parties and its their respective principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, knowingly enter into any documents, instruments, agreements contract with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral the Administrative Agent (but if such Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates or agents acting or benefiting in any event within one (I) Business Day) if Borrower has knowledge that Borrower, capacity in connection with the transactions contemplated by this Agreement is or any Subsidiary or Affiliate is listed on the OFAC Lists becomes a Blocked Person or (ai) is convicted on, (bii) pleads nolo contendere to, (ciii) is indicted on, or (div) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will not, nor will Borrower permit any Subsidiary or Affiliate toNo Credit Party will, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, violates or attempts to violate, violate any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Anti- Terrorism Law.. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person. (t)

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s 's policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Credit Parties and its principalstheir equity holders, directors and officers, which information includes the name and address of Borrower each Credit Party and its principals equity holders, directors, managers and officers and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower such Credit Party has knowledge that Borrowerany Credit Party, or any Subsidiary or Affiliate any of their respective officers, directors, employees or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent and each Lender hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agentsuch Person’s policies and practices, Collateral Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent and each Lender to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, knowingly enter into any documents, instruments, agreements documents or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly notify Collateral Agent (but in any event within one three (I3) Business DayDays) if notify Agent and the Blackstone Representative in writing upon any Responsible Officer of Borrower has having knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate of any Credit Party is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary of its Subsidiaries or Affiliate Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoidsavoids or violates, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Credit Parties and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements Material Contracts with any Blocked Person or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower such Credit Party has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower Credit Parties and its their principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, contracts or agreements or contracts otherwise engage in transactions directly or indirectly with any Blocked Person or any Person listed on the OFAC ListsLists or any Sanctioned Country. Borrower Each Credit Party shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) if Borrower such Credit Party has knowledge that any Borrower, any additional Credit Party or any Subsidiary of their respective Affiliates or Affiliate agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is listed on the OFAC Lists or becomes a Blocked Person or (a) is convicted on, (b) enters into a settlement agreement with a U.S. government agency, (c) pleads nolo contendere to, (cd) is indicted on, or (de) is arraigned and held over on charges charges, in each case of the foregoing clauses (a) through (e), involving money laundering or predicate crimes to money laundering, Anti-Terrorism Laws or export control laws. Borrower No Credit Party will, or will not, nor will Borrower permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing directly or indirectly with any Blocked PersonPerson or Sanctioned Country, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked PersonPerson or Sanctioned Country, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. Agreements Regarding Receivables MidCap / ATEC / Credit, Security and Guaranty Agreement . No Credit Party may backdate, postdate or redate any of its invoices with respect to Eligible Accounts, except to the extent required to correct any clerical errors or as otherwise consented to in advance by Agent in its Permitted Discretion. No Credit Party may make any sales on extended dating or credit terms with respect to Eligible Accounts beyond that customary in such Credit Party’s industry or in the Ordinary Course of Business or otherwise consented to in advance by Agent in its Permitted Discretion. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Credit Party’s learning thereof, in the event any Eligible Account becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Credit Party, and such Credit Party will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Credit Party may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Eligible Accounts which is outside the Ordinary Course of Business of (b) any materially adverse extension, compromise or settlement to any customer or account debtor with respect to any then Eligible Account. Nothing permitted by this Section 5.16, however, may be construed to alter in any the criteria for Eligible Accounts, or Eligible Inventory provided in Section 1.1. [Reserved] .

Compliance with Anti-Terrorism Laws. Collateral Administrative Agent hereby notifies Borrower each Credit Party that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Administrative Agent’s policies and practices, Collateral Administrative Agent is required to obtain, verify and record certain information and documentation that identifies Borrower each Credit Party and its principals, which information includes the name and address of Borrower each Credit Party and its principals and such other information that will allow Collateral Administrative Agent to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower Each Credit Party shall promptly immediately notify Collateral Administrative Agent (but in if any event within one (I) Business Day) if Borrower Credit Party has knowledge that Borrower, any Credit Party or any Subsidiary or Affiliate is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNo Credit Party will, nor will Borrower any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Compliance with Anti-Terrorism Laws. Collateral Agent Lender hereby notifies Borrower each Loan Party and each of its Subsidiaries that pursuant to the requirements of Anti-Terrorism Laws, and Collateral AgentLender’s policies and practices, Collateral Agent Lender is required to obtain, verify and record certain information and documentation that identifies Borrower each Loan Party and each of its Subsidiaries and their principals, which information includes the name and address of Borrower each Loan Party and each of its Subsidiaries and their principals and such other information that will allow Collateral Agent Lender to identify such party in accordance with Anti-Terrorism Laws. Borrower will notNeither any Loan Party nor any of their Subsidiaries shall, nor will Borrower shall any Loan Party or any of their Subsidiaries permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower Each Loan Party and each of its Subsidiaries shall promptly immediately notify Collateral Agent (but in any event within one (I) Business Day) Lender if Borrower such Loan Party or such Subsidiary has knowledge that Borrowerany Loan Party, or any Subsidiary or Affiliate of such Loan Party, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower will notNeither any Loan Party nor any of their Subsidiaries shall, nor will Borrower shall any Loan Party or any of their Subsidiaries, permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.any